A nightmare is not a horse.

Nilith the Nightcrone
Medium Outsider (Extraplanar)
Hit Dice: 10d8+40 (85hp/-4/-18)
Initiative: +3
Speed: 20ft.
Armor Class: 28 (+3 Dex, +13 natural, +2 deflection), touch 15, flat-footed 25
Base Attack/Grapple: +10/+14
Attack: mind blade +14 melee touch (1d6+10 subdual) or Bite +14 melee (2d6+4 disease)
Full Attack: mind blade +14 melee touch (1d6+10 subdual) and Bite +9 melee (2d6+4 plus disease)
Face/Reach: 5 ft./5 ft.
Special Attacks: dream haunting, fear aura, frightful presence, night terror, spells, spell-like abilites, witchery
Special Qualities: Change shape, damage reduction 10/silver and magic (+3), darkvision 120 ft, feign death, illusion immunity, immunity to fire cold, charm asleep, and fear, magic ward, nightmare spellcasting, regeneration 5 (silver), spell resistance 27
Saves: Fort +15, Ref +14, Will +13
Abilities: Str 19, Dex 16, Con 18, Int 13, Wis 15, Cha 17
Skills: Bluff +12, Concentration +17, Diplomacy +9, Disguise +9, Intimidate +24, Listen +17, Sneak +30, Ride +16, Sense Motive +15, Spellcraft +14, Spot +17
Feats: Affinity with Skill (Sneak), Modify Spell, Skill Application (spot, search), Skill Mastery (concentration, sneak, bluff, disguise), Title.
Environment: Any Land
Organization: solitary or coven
Challenge Rating: 12
Treasure: triple standard
Advancement: as mind witch (stacks with hag levels)
Level Adjustment: -

DESCRIPTION
“This is not your dream, it is a nightmare, and you may control your dreams but never a nightmare. This is not your personal playground, it is my kingdom, I rule over all here. You have great power in the waking world, all your vaunted power means nothing here. You have but one hope: to awaken before your death” Exceprt from Fear the Night by Stave Beastspeaker, Ollamh Lorekeeper of the Harrowdeep Court.

This lovely slave girl eyes begin to burn red and she transforms into a hideously ugly human woman, with flesh colored like one gigantic, deep bruise. She is covered with warts, blisters, and open sores; her hair is a straggly black, her teeth jagged and yellow.

I can appear as anything I desire in both the waking and the dreaming world. I am not bound by your pathetic notions of appearance, if I wish for you to desire me you will, but that is not what I crave. I want only your fear, for I am fear herself.

I show you even though you be the mighty, the powerful, and the heroic, I will show you that your might means nothing, that you are nothing. I can slay you from a world away, and only creatures of dream can stay my wrath. Provided we can reach an accord.

I long for the day when I can leave the waking world. When I may lay down this mortal shell and return to the land of nightmares. I await but the alignment of the proper stars, until that time I will continue to teach others to fear to sleep.

I sail upon the Great Eastern Sea, the Home of the Sun, on the deck of the pirate ship The Red Death, the ship with scarlet sails. I put fear into the hearts of crews she follows even before we cross their horizon and nearly every captain has had a nightmare involving his defeat to the Red Death. It was even I who killed the Giant Steward of the Sea in his sleep, and all who have tried to fill the post since.

COMBAT
Nillith’s natural weapons, as well as any weapons it wields, are treated as evil-aligned for the purpose of overcoming damage reduction. Its natural weapons are treated as magic weapons for the purpose of overcoming damage reduction.

Change Shape (Su): Nillith can assume the form of any Small or Medium humanoid.

Disease (Ex) Demon fever—bite, Fortitude DC 18, incubation period 1 day, damage 1d6 Con. Each day after the first, on a failed save, an afflicted creature must immediately succeed on another DC 18 Fortitude save or take 1 point of Constitution drain. The save DC is Constitution based.

Dream Haunting (Su) Nillith can visit the dreams of individuals who believe in anarchy and darkness by using a special periapt known as a heartstone to become ethereal, then hovering over the creature. Once a hag invades someone’s dreams, it rides on the victim’s back until dawn. The sleeper suffers from tormenting dreams and takes 1 point of Constitution drain upon awakening. Only another ethereal being can stop these nocturnal intrusions, by confronting and defeating Nillith.

Ethereal (Su): Nillith can use become ethereal at will (caster level 16th) so long as it possesses its heartstone (see below).

Fear Aura (Su): Any creature within 60 feet of Nillith must succeed on a Will save (DC 18) or become shaken each time it comes within 60 feet of the nightmare creature during the next 24 hours. (See the DMG for a description of the shaken condition.) If the save is successful, the creature is immune to that nightmare creature’s fear aura for 24 hours. This ability affects even creatures that cannot see the nightmare creature. The save DC is Charisma based

Feign Death (Ex): With a successful Bluff check, Nillith can make itself appear dead. Any creature wishing to ascertain whether the nightmare creature is really dead must make a Heal check opposed by the nightmare creature’s Bluff check. The nightmare creature cannot move or take any actions while pretending to be dead. In addition, whenever Nillith falls unconscious, it appears dead. The Heal DC to ascertain that the nightmare creature is alive is 23. Nightmare creatures use this ability to escape destruction, to gain revenge, or to trick foes into approaching them.

Frightful Presence (Ex): When the nightmare creature charges, makes a surprise attack, or succeeds on a DC 15 Intimidate or Perform check, every creature within 30 feet must succeed on a Will save (DC 18) or become panicked for 2d6 rounds. Success renders the creature immune to that nightmare creature’s frightful presence for 1 hour.

Illusion Immunity (Su): Nightmare creatures are immune to illusion spells and effects. These effects function as though they had failed to penetrate spell resistance.

Magic Ward (Su): as per the spell, this has been included as part of the creatures stat block.

Night Terrors (Su): Nillith can enter the dreams of a sleeping creature at will as a standard action. This ability has the same effect as a dreamwalk spell, except that once inside the dream of another creature, the nightmare creature can control the dream world with which the sleeper interacts. When the nightmare creature first arrives in the dream, it can deliver a message, as described in the dreamwalk spell. So long as it does not attempt to control the victim’s dreams, this message is harmless and the dreamer can awaken at any time.
Immediately upon entering the victim’s dream or at any time thereafter while it remains there, the nightmare creature can attempt to control the victim’s dream. The victim must then succeed on a Will save (DC 18) or remain unconscious and asleep, trapped in the dream world with the nightmare creature. The nightmare creature controls all aspects of the dream world, and the victim is powerless to change anything—although the nightmare creature might allow it to think it has such power or even that it has awakened from the dream.
Each hour thereafter, the victim must make a new Will save. Success allows it to awaken immediately; failure means it remains asleep and trapped in the dream world. The victim automatically awakens after 8 hours if it is still alive. Each hour that the victim remains trapped in sleep by the nightmare creature, it takes 1d4 points of Charisma damage. A creature that has taken Charisma damage during its dream awakens fatigued and does not heal or regain spells as it normally would while resting. A creature reduced to 0 Charisma by the night terrors dies.
A wish or an antimagic field ends the effect and awakens the victim. A magic ward spell blocks night terrors for its duration, but it does not awaken the creature. A dreamwalk spell used on the sleeping creature allows the victim a new save to break free of the effect, but the deliverer of the dreamwalk message must succeed on a Will save or be trapped in sleep with the nightmare creature ruling its dreams, just as though it were the original target of the night terrors. A blanket of silver links worth at least 2,000 gp prevents Nillith from entering a creature’s dreams so long as it in contact with the sleeping creature, but it has no effect if placed on a sleeping creature already embroiled in night terrors.

Nightmare Spellcasting (Su): Nillith’s effective caster level for fear, phantasm, and darkness spells increases by +2 over that of the base creature.

Regeneration (Su): Nillith regenerates 5 hit points per round. Silver weapons and spells or effects with the light descriptor deal normal damage to it.

Witchery (Su): Witchery: mind affecting spells she succumbs to halve the duration of those effects. In addition Nillith has the following manifestations:
-Hide Spirit: anytime a divination spell is cast with Nillith as the target the caster must make a caster power check (DC 23) for the spell to function properly. Gains a +4 bonus to sneak checks (included in stat block above).
- Mind Blade: as per the witch class ability of the same name.
-Thoughtcord: 2/day Nillith can send a thought message to anyone know to her within 10 miles,

Spell-Like Abilities: At will— detect magic, creature loresight (DC 14), magic missile (+14), weakening ray. 1/day- shadow walk Caster level 10th. The save DCs are Charisma-based.
Spells: Casts spells as a 10th level witch
Spells per day: 5/4/4/2
Spells Readied 3rd: greater compelling question, enhance witchery, whisper of madness
2nd: battle healing, Cloak of darkness, protective charm, read mind, startling touch,
1st animate weapon, charm, compelling command, mind stab, touch of fear, veil of darkness.
0th contact, detect magic, ghost sound, minor illusion, read magic, sense thoughts

Heartstone
All Night Hags carry a periapt known as a heartstone, which instantly cures any disease contracted by the holder. In addition, a heartstone provides a +2 resistance bonus on all saving throws (this bonus is included in the statistics block). Nillith that loses this charm can no longer use etherealness until it can manufacture another (which takes one month). Creatures other than the hag can benefit from the heartstone’s powers, but the periapt shatters after ten uses (any disease cured or saving throw affected counts as a use) and it does not bestow etherealness to a bearer that is not Nillith. If sold, an intact heartstone brings 1,800 gp.

15. COPYRIGHT NOTICE
Open Game License v 1.0 Copyright 2000, Wizards of the Coast, Inc.
System Reference Document Copyright 2000-2003, Wizards of the Coast, Inc.; Authors Jonathan Tweet, Monte Cook, Skip Williams,
Rich Baker, Andy Collins, David Noonan, Rich Redman, Bruce R. Cordell, based on original material by E. Gary Gygax and Dave Arneson.Advanced Bestiary, Copyright 2004, Green Ronin Publishing, LLC; Author Matthew Sernett